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Referral Rewards Agreement

Last Updated: October 9, 2017

This referral agreement (the “Agreement”) is effective as of the date a Referrer first utilizes the Referral Link, and sets forth the terms for participation in the referral program (“Program”) offered by Smartsheet Inc. (“Smartsheet”). By participating in the Program, you agree to be bound by this Agreement.

Referrer Eligibility. This Program is only available to Referrers who have an active Service account with no overdue invoices. Referrers cannot be employed or otherwise associated with approved resellers of the Service or public sector/government customers of Smartsheet.

Exclusions, Restrictions and Limitations. The Program is void where prohibited by law. Referrers are responsible for determining if there are any laws, rules or regulations (including employer policies) that would prevent them from participating in the Program. Referrers are prohibited from including their Referral Link in advertisements, including, but not limited to, pay-per-click advertisements. Notwithstanding any provision of this Agreement, Smartsheet will not be obligated to pay Referral Rewards if Smartsheet determines, in its sole discretion, one or more of the following has occurred:

the Referrer refers themselves;

the Referrer sends spam, unsolicited email, or other illegal communications in connection with the Program;

the referred customer does not maintain its paid account (at the same or higher price tier) for longer than one (1) month;

the Referrer engages in any fraudulent, unethical or deceitful behavior in connection with the Program (including, but not limited to, directly or indirectly offering a financial incentive to follow a Referral Link or attempting to redirect traffic from, or divert Referral Rewards from, any other participant in the Program);

the Referrer includes the Referral Link in any advertising; and/or

any referrals and resulting Service purchases are not bona fide transactions.

Referral Reward. Smartsheet will pay the Referrer a Referral Reward for each Qualifying Referral subject to the Annual Maximum. Smartsheet will determine, in its sole and absolute discretion, whether a Qualifying Referral has occurred.

Payment. When eligible for a Referral Reward, Smartsheet will contact the Referrer to obtain the Referrer’s PayPal information to facilitate payment of the Referral Reward. Referrers are responsible for any transaction fees imposed by PayPal, and for ensuring the accuracy of the PayPal information provided to Smartsheet. Referral Rewards will be paid by Smartsheet within ninety (90) calendar days of being earned, provided the Referrer has given accurate information to Smartsheet for payment of Referral Rewards. If a Referrer does not respond to Smartsheet’s request for information in connection with a Referral Reward within one hundred twenty (120) calendar days, the Referral Reward will be forfeited and Smartsheet will have no obligation to pay Referrer for the Qualifying Referral. If a Referrer believes that a Qualifying Referral has occurred but they have not received a Referral Reward, the Referrer shall contact Smartsheet at finance@smartsheet.com within one hundred twenty (120) calendar days of the Qualifying Referral to request a review and determination.

Tax. Referrers are responsible for all tax liabilities associated with participation in the Program.

Termination. A Referrer may terminate their participation in the Program at any time by not using the Referral Link. Smartsheet may terminate a Referrer’s participation in the Program for any breach of this Agreement or breach of the agreement governing Referrer’s use of the Service. Upon termination, the Referrer shall immediately cease all use of Referral Links. Smartsheet reserves the right to discontinue (or change) the Program at any time without prior notice. Updated terms will be posted on this page. Continued use of a Referral Link after modifications have been made to the Agreement constitutes acceptance of the updated Agreement. If a Referrer does not agree with the updated Agreement, the Referrer should cease use of a Referral Link.

Additional Terms and Conditions. THE PROGRAM IS PROVIDED ON AN “AS IS” BASIS, AND SMARTSHEET MAKES NO WARRANTY THAT REFERRAL LINKS WILL OPERATE PROPERLY. SMARTSHEET EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROGRAM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Definitions.

“Annual Maximum” means the maximum, combined amount of Referral Rewards a Referrer can receive from Smartsheet in a calendar year beginning January 1. The Annual Maximum is five hundred US dollars (USD $500.00) unless otherwise permitted by Smartsheet and subject to the execution and delivery of any required documentation to Smartsheet.